Common use of Prosecution and Maintenance of Patent Rights Clause in Contracts

Prosecution and Maintenance of Patent Rights. (a) At the initiative of ProPhase or Licensor, the Parties shall consult in good faith with each other regarding the filing, prosecution, and maintenance of all Licensed Patents. The Licensed Patents shall be diligently filed, prosecuted and maintained by Licensor using reputable counsel. Licensor shall keep ProPhase reasonably informed with regard to the preparation, filing, prosecution, and maintenance of the Licensed Patents, including by providing ProPhase (or its designee) copies of office actions issued from patent offices, proposed responses to such office actions, and any other patent related filings, to be made to such patent authority in the Territory sufficiently in advance of submitting such filings or responses so as to allow for a reasonable opportunity for ProPhase to review and comment thereon. Licensor shall consider in good faith any such comments for incorporation into such draft. Licensor represents that during the Term that (a) all Licensed Patents will be diligently prosecuted in the respective patent offices in the Territory in accordance with applicable laws, rules and regulations, (b) all Licensed Patents will be filed and maintained properly and correctly, (c) Licensor will pay all applicable fees on or before the due date for payment, and (d) all Licensed Patents will identify each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Patent is filed. Prophase shall reimburse Global BioLife for reasonable attorney fees and patent office costs associated with the prosecution and maintenance of the Licensed Patents on a quarterly basis commencing on September 30, 2022. (b) If, at any time during the Term, the Parties may mutually agree that it is undesirable, as to one or more countries, to file, prosecute or maintain any Licensed Patent, then Global BioLife shall have discretion to refrain from filing, prosecuting and/or maintaining any Licensed Patent or permitting the Licensed Patent to lapse. (c) The Parties shall cooperate with each other and discuss, in good faith, the Patent Rights within the Licensed Patents Covering the Licensed Compound and Licensed Products to enable Prophase to make filings with Regulatory Authorities, as required or allowed in connection with (A) in the United States, the FDA’s Orange Book and (B) outside the United States, under the national implementations of Article 10.l(a)(iii) of Directive 2001/EC/83 or other international equivalents thereof. Global BioLife shall cooperate with Prophase’s reasonable requests in connection therewith, including meeting any submission deadlines, in each case, to the extent required or permitted by applicable law. (d) The Parties shall cooperate in obtaining Patent Term Extensions pursuant to 35 U.S.C. § 156 and foreign counterparts and equivalents thereof, including supplementary protection certificates, to the extent such extensions are available with respect to the applicable Patent Rights (“Extension Activities”).

Prosecution and Maintenance of Patent Rights. (a) At Subject to commercially appropriate and reasonable efforts (subject to oversight by the initiative Advisory Committee), Genetronics shall at its own expense and by counsel of ProPhase or Licensorits own choice, file, prosecute and maintain all patent applications and patents within the Parties Genetronics Patent Rights and any inventions conceived of and reduced to practice solely by its employees and agents hereunder. Genetronics shall consult do everything commercially appropriate and reasonable (subject to oversight by the Advisory Committee), including without limitation filing all documents and paying all fees to the appropriate patent offices to maintain the patents and pending patent applications in good faith effect. Genetronics agrees to promptly provide Ethicon with each other copies of all correspondence to and from the patent offices related to the pending patent applications within the Genetronics Patent Rights. Ethicon shall have the right to provide comments to Genetronics regarding the filing, prosecutioncontent of such correspondence, and maintenance of all Licensed Patents. The Licensed Patents shall be diligently filed, prosecuted and maintained by Licensor using reputable counsel. Licensor shall keep ProPhase reasonably informed with regard to the preparation, filing, prosecution, and maintenance of the Licensed Patents, including by providing ProPhase (or its designee) copies of office actions issued from patent offices, proposed responses to such office actions, and any other patent related filings, to be made to such patent authority in the Territory sufficiently in advance of submitting such filings or responses so as to allow for a reasonable opportunity for ProPhase to review and comment thereon. Licensor Genetronics shall consider all such comments offered by Ethicon; provided, that all final decisions with respect to such prosecution shall rest solely in good faith the discretion of Genetronics. In the event that Genetronics desires to abandon any such comments for incorporation into patent application or patent within the Genetronics Patent Rights, or if Genetronics later declines to prosecute or maintain any such draft. Licensor represents that during patent application or patent, Genetronics shall provide reasonable prior written notice to Ethicon of such intention and Ethicon shall have the Term that (a) all Licensed Patents will be diligently prosecuted in right, but not the respective patent offices in the Territory in accordance with applicable lawsobligation at its own expense, rules and regulationsto file, (b) all Licensed Patents will be filed and maintained properly and correctly, (c) Licensor will pay all applicable fees on or before the due date for paymentprosecute, and (d) all Licensed Patents will identify each maintain such patent application or patent, which Genetronics shall assign to Ethicon and every inventor shall no longer be subject to the terms of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Patent is filed. Prophase shall reimburse Global BioLife for reasonable attorney fees and patent office costs associated with the prosecution and maintenance of the Licensed Patents on a quarterly basis commencing on September 30, 2022this Agreement. (b) IfThe Advisory Committee shall determine which party shall be responsible for the filing, at any time during prosecution and maintenance of patent applications and patents within the TermJoint Patent Rights on a case by case basis, with the Parties may mutually agree understanding that it is undesirablethe parties' intent that Genetronics shall be initially responsible for the filing, as prosecution and maintenance of patent applications and patents within the Joint Patent Rights related to one the Drug Delivery System. In the event that a party responsible for the filing, prosecution and maintenance of any patent application or more countriespatent within the Joint Patent Rights desires to abandon such patent application or patent, or if such party later declines responsibility for such patent application or patent, such party shall provide reasonable prior written notice to the other party of its intention to abandon or decline responsibility, and the other party shall have the right, but not the obligation, to prepare, file, prosecute or prosecute, and maintain any Licensed Patent, then Global BioLife shall have discretion to refrain from filing, prosecuting and/or maintaining any Licensed Patent such patent application or permitting the Licensed Patent to lapse. (c) The Parties shall cooperate with each other and discuss, in good faith, the Patent Rights patent within the Licensed Patents Covering the Licensed Compound and Licensed Products to enable Prophase to make filings with Regulatory Authorities, as required or allowed in connection with (A) in the United States, the FDA’s Orange Book and (B) outside the United States, under the national implementations of Article 10.l(a)(iii) of Directive 2001/EC/83 or other international equivalents thereof. Global BioLife shall cooperate with Prophase’s reasonable requests in connection therewith, including meeting any submission deadlines, in each case, to the extent required or permitted by applicable law. (d) The Parties shall cooperate in obtaining Patent Term Extensions pursuant to 35 U.S.C. § 156 and foreign counterparts and equivalents thereof, including supplementary protection certificates, to the extent such extensions are available with respect to the applicable Patent Rights (“Extension Activities”).Joint

Prosecution and Maintenance of Patent Rights. The University shall, using agents or attorneys agreed to by the parties (a) At including agreement with respect to costs associated with drafting and prosecuting patent applications), file, prosecute and maintain the initiative Licensed Patents and all patent applications and patents disclosing and claiming inventions made in whole or in part by the University employees, agents or contractors resulting from the research and development the University engages in on behalf of ProPhase the Company under the Agreement. The University shall file, prosecute and maintain one or Licensormore patent applications and patents in those countries designated by the Company. The University shall provide copies of all documents filed with or received from any domestic or foreign patent office to the Company to allow the Company adequate time to review and comment. For any patent prosecution or maintenance in any country designated by the Company, the Parties Company shall consult reimburse the University within 45 days or receipt of written invoices provided to the Company by the University for all expenses, including attorney’s fees and government fees associated with such filings, prosecution and maintenance costs, and for patent searches performed as part of an analysis of whether to file a patent application claiming such an invention. Reimbursement by the Company for legal services would be limited to an amount no greater than the median amount set forth in good faith with each the then current AIPLA Report of the Economic Survey for comparable legal services unless otherwise agreed to in writing in advance. The amounts of this reimbursement would not be subjected to the limits or deducted from any other regarding payments due from the filingCompany to the University under the Agreement. The Company would reserve the right to discontinue reimbursement of such patent drafting, prosecution and/or maintenance in any country or for any patent application or patent by giving the University thirty days written notice. The Company would be responsible only for costs or fees incurred prior to such notice to the University, and the University would have the right, but not the obligation, to continue such drafting, prosecution, and or maintenance at the University’s own expense. In the event that the Company chooses to discontinue reimbursement of all Licensed Patents. The Licensed Patents shall be diligently filed, prosecuted and maintained by Licensor using reputable counsel. Licensor shall keep ProPhase reasonably informed with regard to the preparation, filingpatent drafting, prosecution, and and/or maintenance of the Licensed Patents, including by providing ProPhase (or its designee) copies of office actions issued from patent offices, proposed responses to such office actions, and in any other patent related filings, to be made to such patent authority in the Territory sufficiently in advance of submitting such filings or responses so as to allow country for a reasonable opportunity for ProPhase to review and comment thereon. Licensor shall consider in good faith any such comments for incorporation into such draft. Licensor represents that during the Term that (a) all Licensed Patents will be diligently prosecuted in the respective patent offices in the Territory in accordance with applicable laws, rules and regulations, (b) all Licensed Patents will be filed and maintained properly and correctly, (c) Licensor will pay all applicable fees on or before the due date for payment, and (d) all Licensed Patents will identify each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Patent is filed. Prophase shall reimburse Global BioLife for reasonable attorney fees and patent office costs associated with the prosecution and maintenance of the Licensed Patents on a quarterly basis commencing on September 30, 2022. (b) If, at any time during the Term, the Parties may mutually agree that it is undesirable, as to one or more countries, to file, prosecute or maintain any Licensed Patentpatent, then Global BioLife shall have discretion to refrain from filing, prosecuting and/or maintaining any Licensed Patent or permitting the Licensed Patent to lapse. (c) The Parties shall cooperate with each other and discuss, in good faith, the associated Patent Rights within the Licensed Patents Covering the Licensed Compound and Licensed Products to enable Prophase to make filings with Regulatory Authorities, as required or allowed in connection with (A) in the United States, the FDA’s Orange Book and (B) outside the United States, under the national implementations of Article 10.l(a)(iii) of Directive 2001/EC/83 or other international equivalents thereof. Global BioLife that country shall cooperate with Prophase’s reasonable requests in connection therewith, including meeting any submission deadlines, in each case, revert back to the extent required or permitted University. A decision by applicable law. (d) The Parties the Company to discontinue reimbursement for patent costs in a particular country shall cooperate in obtaining Patent Term Extensions pursuant to 35 U.S.C. § 156 not affect the Company’s reporting and foreign counterparts and equivalents thereof, including supplementary protection certificates, to the extent such extensions are available payment obligations with respect to sales of Licensed Products by the applicable Patent Rights (“Extension Activities”)Company, its Affiliates, and its sublicensees in the particular country.

Prosecution and Maintenance of Patent Rights. a. During the term of this Agreement, and subject to the provisions of this Section 3 (aincluding, for the avoidance of doubt, Licensee’s rights under Section 3b), Licensor shall be responsible for prosecuting and maintaining the patent applications and patents under the Licensed IP. Licensee shall pay promptly when due, or at Licensor’s option promptly reimburse Licensor for, all Patent Costs incurred by Licensor with respect to the Patent Rights in each jurisdiction in the Territory. At Licensee’s request, Licensor shall use its reasonable efforts to provide Licensee with copies of all official actions and other communications received by Licensor or its patent counsel, or submitted by Licensor or its patent counsel, from or to the United States Patent and Trademark Office (and corresponding foreign authorities) At with respect to the initiative Patent Rights. b. Licensee at its option may control prosecution and maintenance of ProPhase Patent Rights. Licensee shall advise Licensor of its exercising of this option to control prosecution and maintenance of Patent Rights in writing to the notice address provided in this Agreement. Licensee shall choose patent counsel reasonably acceptable to Licensor and Licensor’s consent to Licensee’s choice of patent counsel shall not be unreasonably withheld. In the event Licensee exercises such option, Licensee shall timely provide Licensor with a copy of all official actions and other communications received by Licensee (or its patent counsel) or submitted or proposed to be submitted by Licensee (or its patent counsel) from or to the United States Patent and Trademark Office (and corresponding foreign authorities) with respect to Patent Rights no later than fourteen (14) days prior to any filing. Licensor shall have the right to review and comment upon such official actions and other communications and Licensor’s reasonable recommendations will be implemented to the extent practical. In the event Licensee exercises its option to control prosecution and maintenance of Patent Rights, Licensee shall be solely responsible for paying all Patent Costs, and in the Parties event this Agreement terminates, Licensee shall consult be solely responsible for paying all patent expenses accrued from the date it exercises such option to the date of termination. In the event Licensor pays any patent expenses following Licensee’s exercise of its option to control prosecution and maintenance of Patent Rights, Licensee shall reimburse Licensor for all such expenses pursuant to this Section 3 of this Agreement; provided, however, that following Licensee’s exercise of its option to control prosecution and maintenance of Patent Rights, Licensor shall not incur any such patent expenses without Licensee ‘s written approval. All communications between Licensee and Licensor contemplated in good faith with each other regarding this Section 3 shall be governed by the filingconfidentiality provisions in Section 4 of this Agreement. Licensee agrees to seek and maintain the strongest and_broadest claims practical and shall not abandon any of Licensor’s rights without giving Licensor at least thirty (30) days written notice in advance of the date on which action is necessary to avoid such coverage being deemed abandoned. Licensor shall have the option of continuing to prosecute or maintain such Patent Rights at its own expense, prosecutionand such Patent Rights shall be removed from the grant of rights provided herein. Upon termination of this Agreement for any reason , control of prosecution and maintenance of all Licensed PatentsPatent Rights shall immediately revert to Licensor. The Licensed Patents shall be diligently filed, prosecuted In the event Licensee fails to provide Licensor with copies of all official actions and maintained other communications received by Licensor using reputable counsel. Licensor shall keep ProPhase reasonably informed with regard to the preparation, filing, prosecution, and maintenance of the Licensed Patents, including by providing ProPhase Licensee (or its designeepatent counsel) copies of office actions issued from patent offices, or submitted or proposed responses to such office actions, and any other patent related filings, to be made submitted by Licensee (or its patent counsel) from or to such patent authority the United States Patent and Trademark Office (and corresponding foreign authorities) with respect to Patent Rights in the Territory sufficiently in advance of submitting such filings a timely manner, or responses so as fails to allow for a reasonable provide Licensor with an opportunity for ProPhase to review and comment thereon. upon such official actions and other communications, Licensor shall consider in good faith any such comments for incorporation into such draft. Licensor represents that during have the Term that (a) all Licensed Patents will be diligently prosecuted in the respective patent offices in the Territory in accordance with applicable laws, rules and regulations, (b) all Licensed Patents will be filed and maintained properly and correctly, (c) Licensor will pay all applicable fees on or before the due date for payment, and (d) all Licensed Patents will identify each and every inventor right to immediately resume control of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Patent is filed. Prophase shall reimburse Global BioLife for reasonable attorney fees and patent office costs associated with the prosecution and maintenance of all Patent Rights, and Licensor may exercise such right by providing written notice to Licensee, such control reverting to Licensor immediately upon written notice to Licensee. In the Licensed Patents on a quarterly basis commencing on September 30event Licensee materially breaches any other provision of this Agreement, 2022. (b) Ifin lieu of terminating the Agreement, at any time during the Term, the Parties may mutually agree that it is undesirable, as to one or more countries, to file, prosecute or maintain any Licensed Patent, then Global BioLife Licensor shall have discretion the right to refrain from filingimmediately resume control of prosecution and maintenance of all Patent Rights, prosecuting and/or maintaining any Licensed Patent or permitting the Licensed Patent and Licensor may exercise such right by providing written notice to lapseLicensee, such control reverting to Licensor immediately upon written notice to Licensee. (c) The Parties shall cooperate with each other and discuss, in good faith, the Patent Rights within the Licensed Patents Covering the Licensed Compound and Licensed Products to enable Prophase to make filings with Regulatory Authorities, as required or allowed in connection with (A) in the United States, the FDA’s Orange Book and (B) outside the United States, under the national implementations of Article 10.l(a)(iii) of Directive 2001/EC/83 or other international equivalents thereof. Global BioLife shall cooperate with Prophase’s reasonable requests in connection therewith, including meeting any submission deadlines, in each case, to the extent required or permitted by applicable law. (d) The Parties shall cooperate in obtaining Patent Term Extensions pursuant to 35 U.S.C. § 156 and foreign counterparts and equivalents thereof, including supplementary protection certificates, to the extent such extensions are available with respect to the applicable Patent Rights (“Extension Activities”).

Prosecution and Maintenance of Patent Rights. (a) At Within * after the initiative of ProPhase or LicensorEffective Date, the Parties shall consult in good faith with each other regarding the OPKO will transfer to TESARO responsibility for filing, prosecuting and maintaining all OPKO Patent Rights (other than the OPKO Patent Rights, if any, that were licensed but not assigned to OPKO under the Asset Purchase Agreement) in such a way that there is not any loss of rights during such * period or in connection with the transition, including consulting with TESARO and cooperating with TESARO related to such activities prior to completion of the transition, and contacting the foreign agents of OPKO to assist in the transfer of power of attorney as required by the relevant patent offices for TESARO to assume prosecution of such files. Commencing after notification to the USPTO and OPKO foreign agent of the change in prosecution status, TESARO will have responsibility, at TESARO’s cost, for filing, conducting prosecution, and maintenance maintaining (including the defense of any interference or opposition proceedings) all such OPKO Patent Rights as to which OPKO has assumed and maintains responsibility under this Section, and shall use Commercially Reasonable Efforts in the conduct of such activities. TESARO will provide to OPKO copies of all Licensed Patents. The Licensed Patents shall be diligently filed, prosecuted prosecution filings and maintained by Licensor using reputable counsel. Licensor shall keep ProPhase reasonably informed with regard material submissions and correspondence related to the preparation, filing, prosecution, OPKO Patent Rights for which TESARO has assumed and maintenance of the Licensed Patents, including by providing ProPhase (maintains responsibility under this Section sent to or its designee) copies of office actions issued received from patent offices, proposed responses and other service providers including maintenance fee providers, and, with respect to such office actionspatent applications, and any other patent related filingsmaterial submissions, will use reasonable efforts to be made to provide OPKO with a draft of each such patent authority in the Territory sufficiently filing or material submission reasonably in advance of submitting such filings or responses so as to allow for a reasonable opportunity for ProPhase to review submission, and comment thereon. Licensor shall will consider in good faith any comments that OPKO may timely provide. In addition, TESARO will provide to OPKO such comments for incorporation into such draft. Licensor represents that during the Term that (a) all Licensed Patents will be diligently prosecuted in the respective patent offices in the Territory in accordance with applicable laws, rules and regulations, (b) all Licensed Patents will be filed and maintained properly and correctly, (c) Licensor will pay all applicable fees on or before the due date for payment, and (d) all Licensed Patents will identify each and every inventor other information related to prosecution of the claims thereof OPKO Patent Rights for which TESARO has assumed and maintains responsibility under this Section as determined in accordance with the laws of the jurisdiction in which such Patent is filed. Prophase shall reimburse Global BioLife for reasonable attorney fees and patent office costs associated with the OPKO may from time to time reasonably request to allow OPKO to track prosecution and maintenance of such OPKO Patent Rights including docket reports of all pending and issued patents and patent applications within OPKO Patent Rights. In the Licensed Patents on event TESARO decides to abandon prosecution in any country with respect to an OPKO Patent Right for which TESARO is responsible under this Section in a quarterly basis commencing on September 30particular country or decides to not otherwise maintain or extend any OPKO Patent Right for which TESARO is responsible under this Agreement in a particular country, 2022. in either case where a substitute is not filed for such OPKO Patent Right (b) Ifsuch OPKO Patent Right in the applicable country being referred to in this Agreement as an “Abandoned Patent Right”), at TESARO will give OPKO written notice, and will transfer the relevant files and authority to OPKO, sufficiently in advance of any time during the Term, the Parties may mutually agree that it is undesirable, as loss of rights to one or more countries, allow OPKO to file, prosecute prosecute, maintain or maintain any Licensed Patent, then Global BioLife shall have discretion to refrain from filing, prosecuting and/or maintaining any Licensed Patent or permitting the Licensed Patent to lapse. (c) The Parties shall cooperate with each other and discuss, in good faith, the Patent Rights within the Licensed Patents Covering the Licensed Compound and Licensed Products to enable Prophase to make filings with Regulatory Authoritiesextend, as required or allowed in connection with (A) in the United Statescase may be, the FDA’s Orange Book and (B) outside the United States, under the national implementations of Article 10.l(a)(iii) of Directive 2001/EC/83 or other international equivalents thereof. Global BioLife shall cooperate with Prophase’s reasonable requests in connection therewith, including meeting any submission deadlines, in each case, to the extent required or permitted by applicable law. (d) The Parties shall cooperate in obtaining Patent Term Extensions pursuant to 35 U.S.C. § 156 and foreign counterparts and equivalents thereof, including supplementary protection certificates, to the extent such extensions are available claims with respect to the applicable such Abandoned Patent Rights (“Extension Activities”)in the relevant country, and such Abandoned Patent Right in the relevant country will no longer be included as an OPKO Patent Right licensed to TESARO under Agreement.

Prosecution and Maintenance of Patent Rights. (a) At For the initiative of ProPhase or LicensorTerm, the Parties shall consult in good faith with each other regarding the Acer will be responsible for filing, prosecutionprosecuting and maintaining all patent applications and patents included in the Patent Rights, and maintenance whether in the Acer Territory or the Relief Territory, using independent patent counsel reasonably acceptable to Relief in the Relief Territory. Acer will at Relief’s expense (subject to Section 9.3(b)): (i) instruct such patent counsel to furnish Relief with copies of all Licensed Patents. The Licensed Patents shall be diligently material correspondence relating to the Patent Rights from the United States Patent and Trademark Office (USPTO) and any other patent office, as well as copies of all proposed responses to such material correspondence in time for Relief to review and comment on such response; (ii) give Relief an opportunity to review the text of each patent application before filing; (iii) consult with Relief with respect thereto; (iv) supply Relief with a copy of the application as filed, prosecuted together with notice of its filing date and maintained by Licensor using reputable counselserial number; and (v) keep Relief advised of the status of actual and prospective patent filings. Licensor shall keep ProPhase reasonably informed with regard Acer will give Relief the opportunity to provide comments on and make requests of Acer concerning the preparation, filing, prosecution, protection and maintenance of the Licensed Patents, including by providing ProPhase (or its designee) copies of office actions issued from patent offices, proposed responses to such office actionsPatent Rights, and any other patent related filingswill consider such comments and requests in good faith. Subject to Section 9.3(b), Relief agrees to be made pay all documented, out-of-pocket legal costs, expenses and filing fees with respect to such patent authority the foregoing activities in the Territory sufficiently in advance of submitting Relief Territory. Acer will instruct patent counsel to invoice Relief directly for all such filings or responses so as out-of-pocket legal costs, expenses and filing fees, and Relief agrees to allow for a reasonable opportunity for ProPhase to review and comment thereon. Licensor shall consider in good faith any such comments for incorporation into such draft. Licensor represents that during the Term that (a) all Licensed Patents will be diligently prosecuted in the respective patent offices in the Territory in accordance with applicable laws, rules and regulations, (b) all Licensed Patents will be filed and maintained properly and correctly, (c) Licensor will pay all applicable fees on or before the due date for payment, and such undisputed invoices within thirty (d30) all Licensed Patents will identify each and every inventor days of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Patent is filed. Prophase shall reimburse Global BioLife for reasonable attorney fees and patent office costs associated with the prosecution and maintenance of the Licensed Patents on a quarterly basis commencing on September 30, 2022receipt. (b) If, at In the event that Relief decides not to pay for the costs associated with either (i) the prosecution of any time during the Term, the Parties may mutually agree that it is undesirable, as to one or more countries, to file, prosecute or maintain any Licensed Patent, then Global BioLife shall have discretion to refrain from filing, prosecuting and/or maintaining any Licensed Patent or permitting the Licensed Patent to lapse. (c) The Parties shall cooperate with each other and discuss, in good faith, of the Patent Rights within in any country in the Licensed Patents Covering Relief Territory to issuance or (ii) maintenance of any foreign issued patent on the Licensed Compound and Licensed Products Patent Rights in the Relief Territory, Relief will timely notify Acer in writing thereof (such Patent Rights in such country will be referred to enable Prophase to make filings with Regulatory Authoritiesas “Abandoned Patent Rights”). In the event of Relief’s abandonment of any Patent Rights in any country, the Acer Technology License or the Acer Sublicense, as required or allowed in connection with (A) in the United Statesapplicable, the FDA’s Orange Book and (B) outside the United States, under the national implementations of Article 10.l(a)(iii) of Directive 2001/EC/83 or other international equivalents thereof. Global BioLife shall cooperate with Prophase’s reasonable requests in connection therewith, including meeting any submission deadlines, in each case, to the extent required or permitted by applicable law. (d) The Parties shall cooperate in obtaining Patent Term Extensions pursuant to 35 U.S.C. § 156 and foreign counterparts and equivalents thereof, including supplementary protection certificates, to the extent such extensions are available with respect to the applicable Patent Rights (“Extension Activities”).will terminate

Prosecution and Maintenance of Patent Rights. (a) At the initiative of ProPhase or Licensor, the Parties shall consult in good faith with each other regarding the filing, prosecution, and maintenance of all Licensed Patents. The Licensed Patents shall be diligently filed, prosecuted and maintained by Licensor using reputable counsel. Licensor shall keep ProPhase reasonably informed with regard to the preparation, filing, prosecution, and maintenance of the Licensed Patents, including by providing ProPhase (or its designee) copies of office actions issued from patent offices, proposed responses to such office actions, and any other patent related filings, to be made to such patent authority in the Territory sufficiently in advance of submitting such filings or responses so as to allow for a reasonable opportunity for ProPhase to review and comment thereon. Licensor shall consider in good faith any such comments for incorporation into such draft. Licensor represents that during the Term that (a) all Licensed Patents will be diligently prosecuted in the respective patent offices in the Territory in accordance with applicable laws, rules and regulations, (b) all Licensed Patents will be filed and maintained properly and correctly, (c) Licensor will pay all applicable fees on or before the due date for payment, and (d) all Licensed Patents will identify each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Patent is filed. Prophase shall reimburse Global BioLife for reasonable attorney fees and patent office costs associated with the prosecution and maintenance of the Licensed Patents on a quarterly basis commencing on September 30, 2022. (b) If, at any time during the Term, the Parties may mutually agree that it is undesirable, as to one or more countries, to file, prosecute or maintain any Licensed Patent, then Global BioLife shall have discretion to refrain from filing, prosecuting and/or maintaining any Licensed Patent or permitting the Licensed Patent to lapse. (c) The Parties shall cooperate with each other and discuss, in good faith, the Patent Rights within the Licensed Patents Covering the Licensed Compound and Licensed Products to enable Prophase to make filings with Regulatory Authorities, as required or allowed in connection with (A) in the United States, the FDA’s Orange Book and (B) outside the United States, under the national implementations of Article 10.l(a)(iii10.1(a)(iii) of Directive 2001/EC/83 or other international equivalents thereof. Global BioLife shall cooperate with Prophase’s reasonable requests in connection therewith, including meeting any submission deadlines, in each case, to the extent required or permitted by applicable law. (d) The Parties shall cooperate in obtaining Patent Term Extensions pursuant to 35 U.S.C. § 156 and foreign counterparts and equivalents thereof, including supplementary protection certificates, to the extent such extensions are available with respect to the applicable Patent Rights (“Extension Activities”).

Prosecution and Maintenance of Patent Rights. (a) At the initiative of ProPhase or Licensor, 9.2.1 Each Party shall use reasonable efforts to handle all communications between the Parties under this Section 9.2 through their Patent Representatives and keep such communications in strict confidence to protect their attorney-client privileged status. 9.2.2 argenx shall consult in good faith have the first right to prepare, file, prosecute and maintain the argenx Patent Rights that are Sole Collaboration Inventions on a worldwide basis, using outside counsel selected by argenx and acceptable to ▇▇▇▇▇▇▇. argenx shall provide ▇▇▇▇▇▇▇ with each other regarding the filinga reasonable opportunity to review and comment on its efforts to prepare, prosecutionfile, prosecute and maintenance of all Licensed Patents. The Licensed Patents shall be diligently filed, prosecuted and maintained by Licensor using reputable counsel. Licensor shall keep ProPhase reasonably informed with regard to the preparation, filing, prosecution, and maintenance of the Licensed Patentsmaintain argenx Patent Rights, including by providing ProPhase (or its designee) copies ▇▇▇▇▇▇▇ with a copy of office actions issued material communications from any patent offices, proposed responses to such office actionsauthority regarding any argenx Patent Right, and by providing drafts of any other patent related filings, material filings or responses to be made to such patent authority in the Territory sufficiently in advance of submitting such filings or responses so as to allow for a reasonable opportunity for ProPhase to review and comment thereonresponses. Licensor argenx shall consider ▇▇▇▇▇▇▇’▇ comments regarding such communications and drafts in good faith faith. If argenx determines, in its sole discretion, to abandon or not maintain any argenx Patent Right in any country, then argenx shall provide ▇▇▇▇▇▇▇ with written notice of such comments determination within a period of time sufficiently in advance to enable ▇▇▇▇▇▇▇ to determine whether it will assume responsibility for incorporation into such draftargenx Patent Right (which notice shall be given no later than [...***...] prior to any final deadline for any pending action or response that may be due with respect to such argenx Patent Right with the applicable patent authority). Licensor represents If ▇▇▇▇▇▇▇ provides written notice to argenx that during it will assume responsibility for such argenx Patent Right, argenx shall transfer such responsibility to ▇▇▇▇▇▇▇ and shall execute any documents necessary to complete such transfer. Upon completion of such transfer, ▇▇▇▇▇▇▇ shall have the Term that right to prepare, file, prosecute and maintain such Patent Right at its sole expense (awhich shall not be shared by the Parties as Allowable Expenses) all Licensed Patents will and such Patent Right shall no longer be diligently prosecuted included in the respective patent offices in argenx Patent Rights. 9.2.3 ▇▇▇▇▇▇▇ shall have the Territory in accordance with applicable lawssole right and authority to prepare, rules file, prosecute and regulationsmaintain the ▇▇▇▇▇▇▇ Patent Rights that Cover Sole Collaboration Inventions and the Joint Collaboration Patent Rights on a worldwide basis. ▇▇▇▇▇▇▇ shall keep argenx reasonably informed regarding the filing, (b) all Licensed Patents will be filed and maintained properly and correctly, (c) Licensor will pay all applicable fees on or before the due date for payment, and (d) all Licensed Patents will identify each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Patent is filed. Prophase shall reimburse Global BioLife for reasonable attorney fees and patent office costs associated with the prosecution and maintenance of such ▇▇▇▇▇▇▇ Patent Rights and the Licensed Patents on a quarterly basis commencing on September 30, 2022Joint Collaboration Patent Rights. (b) If9.2.4 The Out-of-Pocket Costs incurred by argenx or ▇▇▇▇▇▇▇ or their Affiliates in preparing, at any time during filing, prosecuting and maintaining the Termargenx Patent Rights, the Parties may mutually agree that it is undesirable▇▇▇▇▇▇▇ Patent Rights or Joint Collaboration Patent Rights shall be borne by the Party incurring such expense. 9.2.5 Each Party shall provide the other Party with all reasonable assistance and cooperation in preparing, filing, prosecuting and maintaining Patent Rights pursuant to this Section 9.2, including providing any necessary powers of attorney and executing any other required documents or instruments, as well as further actions as set forth below. Such assistance and cooperation shall include making a Party’s inventors and other scientific advisors reasonably available to one or more countriesassist the other Party’s efforts to prepare, to file, prosecute and maintain Patent Rights pursuant to this Section 9.2. 9.2.6 All communications between the Parties relating to the preparation, filing, prosecution or maintain maintenance of Patent Rights pursuant to this Section 9.2, including copies of any Licensed Patentdraft or final documents or any communications received from or sent to patent offices or patenting authorities with respect to such Patents, then Global BioLife shall have discretion be considered Confidential Information of the Party Controlling the relevant Patent and subject to refrain from the confidentiality provisions of Article X. 9.2.7 Each Party shall take all reasonable actions requested by the other Party responsible for preparing, filing, prosecuting and/or or maintaining any Licensed Patent or permitting the Licensed Patent to lapse. (c) The Parties shall cooperate with each other and discuss, in good faith, the Patent Rights within pursuant to this Section 9.2 to perfect or separately document the Licensed Patents Covering other Party’s ownership interest rights in such Patent Right as provided for in this Agreement, including by causing its and its applicable Affiliates’ employees, agents and consultants to execute appropriate assignment documents. The requesting Party shall not be required to pay any remuneration to the Licensed Compound and Licensed Products to enable Prophase to make filings with Regulatory Authoritiesother Party or its Affiliates, as required or allowed in connection with (A) in any of their employees, agents or consultants, for the United States, the FDA’s Orange Book and (B) outside the United States, under the national implementations execution of Article 10.l(a)(iii) of Directive 2001/EC/83 any assignments or other international equivalents thereofpapers pursuant to this Section. Global BioLife Each Party shall cooperate with Prophase’s reasonable requests in connection therewithbe solely responsible for any compensation due to its and its Affiliates’ employees, agents and consultants for (i) the assignment of their respective rights to any Collaboration Inventions and associated Patent Rights pursuant to this Agreement or (ii) the Exploitation of any such Collaboration Inventions or associated Patent Rights by any Party or its Affiliates pursuant to this Agreement, including meeting any submission deadlines, in each case, to the extent required or permitted by operation of applicable lawLaw. (d) The Parties shall cooperate in obtaining Patent Term Extensions pursuant to 35 U.S.C. § 156 and foreign counterparts and equivalents thereof, including supplementary protection certificates, to the extent such extensions are available with respect to the applicable Patent Rights (“Extension Activities”).

Prosecution and Maintenance of Patent Rights. (a) At For the initiative of ProPhase or LicensorTerm, the Parties shall consult in good faith with each other regarding the Acer will be responsible for filing, prosecutionprosecuting and maintaining all patent applications and patents included in the Patent Rights, and maintenance whether in the Acer Territory or the Relief Territory, using independent patent counsel reasonably acceptable to Relief in the Relief Territory. Acer will at Relief’s expense (subject to Section 9.3(b)): (i) instruct such patent counsel to furnish Relief with copies of all Licensed Patents. The Licensed Patents shall be diligently material correspondence relating to the Patent Rights from the United States Patent and Trademark Office (USPTO) and any other patent office, as well as copies of all proposed responses to such material correspondence in time for Relief to review and comment on such response; (ii) give Relief an opportunity to review the text of each patent application before filing; (iii) consult with Relief with respect thereto; (iv) supply Relief with a copy of the application as filed, prosecuted together with notice of its filing date and maintained by Licensor using reputable counselserial number; and (v) keep Relief advised of the status of actual and prospective patent filings. Licensor shall keep ProPhase reasonably informed with regard Acer will give Relief the opportunity to provide comments on and make requests of Acer concerning the preparation, filing, prosecution, protection and maintenance of the Licensed Patents, including by providing ProPhase (or its designee) copies of office actions issued from patent offices, proposed responses to such office actionsPatent Rights, and any other patent related filingswill consider such comments and requests in good faith. Subject to Section 9.3(b), Relief agrees to be made pay all documented, out-of-pocket legal costs, expenses and filing fees with respect to such patent authority the foregoing activities in the Territory sufficiently in advance of submitting Relief Territory. Acer will instruct patent counsel to invoice Relief directly for all such filings or responses so as out-of-pocket legal costs, expenses and filing fees, and Relief agrees to allow for a reasonable opportunity for ProPhase to review and comment thereon. Licensor shall consider in good faith any such comments for incorporation into such draft. Licensor represents that during the Term that (a) all Licensed Patents will be diligently prosecuted in the respective patent offices in the Territory in accordance with applicable laws, rules and regulations, (b) all Licensed Patents will be filed and maintained properly and correctly, (c) Licensor will pay all applicable fees on or before the due date for payment, and such undisputed invoices within thirty (d30) all Licensed Patents will identify each and every inventor days of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Patent is filed. Prophase shall reimburse Global BioLife for reasonable attorney fees and patent office costs associated with the prosecution and maintenance of the Licensed Patents on a quarterly basis commencing on September 30, 2022receipt. (b) If, at any time during In the Term, event that Relief decides not to pay for the Parties may mutually agree that it is undesirable, as to one or more countries, to file, prosecute or maintain any Licensed Patent, then Global BioLife shall have discretion to refrain from filing, prosecuting and/or maintaining any Licensed Patent or permitting the Licensed Patent to lapse.costs associated with either (ci) The Parties shall cooperate with each other and discuss, in good faith, the prosecution of any of the Patent Rights within in any country in the Licensed Patents Covering Relief Territory to issuance or (ii) maintenance of any foreign issued patent on the Licensed Compound and Licensed Products Patent Rights in the Relief Territory, Relief will timely notify Acer in writing thereof (such Patent Rights in such country will be referred to enable Prophase to make filings with Regulatory Authoritiesas “Abandoned Patent Rights”). In the event of Relief’s abandonment of any Patent Rights in any country, the Acer Technology License or the Acer Sublicense, as required or allowed in connection with (A) in the United Statesapplicable, the FDA’s Orange Book and (B) outside the United States, under the national implementations of Article 10.l(a)(iii) of Directive 2001/EC/83 or other international equivalents thereof. Global BioLife shall cooperate with Prophase’s reasonable requests in connection therewith, including meeting any submission deadlines, in each case, to the extent required or permitted by applicable law. (d) The Parties shall cooperate in obtaining Patent Term Extensions pursuant to 35 U.S.C. § 156 and foreign counterparts and equivalents thereof, including supplementary protection certificates, to the extent such extensions are available will terminate with respect to the applicable such Abandoned Patent Rights (“Extension Activities”)Rights.

Prosecution and Maintenance of Patent Rights. (a) At Prosecution of ▇▇▇▇▇▇ Memantine Patent Rights. (i) Prosecution and Maintenance. [*] prepare, file, prosecute and maintain (including with respect to related interference, derivation, re-issuance, re-examination, opposition and other post-grant proceedings) the initiative Adamas Memantine Patent Rights in the Territory. Adamas and Forest shall cooperate through the JIPWG in connection with the continued prosecution and maintenance [*] of ProPhase or Licensor, the Parties shall consult in good faith with each other regarding the filing, prosecutionAdamas Memantine Patent Rights, and maintenance of all Licensed Patents. The Licensed Patents the JIPWG shall be diligently filed, prosecuted discuss and maintained by Licensor using reputable counsel. Licensor shall keep ProPhase reasonably informed with regard strive to agree upon a strategy for the preparation, filing, prosecution, prosecution and maintenance [*] of the Licensed PatentsAdamas Memantine Patent Rights. Subject to this Section 7.3(a)(i), including if consensus cannot be reached by providing ProPhase (or its designee) copies of office actions issued from patent offices, proposed responses the JIPWG with respect to such office actions, and any other patent related filings, matter relating to be made to such patent authority in the Territory sufficiently in advance of submitting such filings or responses so as to allow for a reasonable opportunity for ProPhase to review and comment thereon. Licensor shall consider in good faith any such comments for incorporation into such draft. Licensor represents that during the Term that (a) all Licensed Patents will be diligently prosecuted in the respective patent offices in the Territory in accordance with applicable laws, rules and regulations, (b) all Licensed Patents will be filed and maintained properly and correctly, (c) Licensor will pay all applicable fees on or before the due date for payment, and (d) all Licensed Patents will identify each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Patent is filed. Prophase shall reimburse Global BioLife for reasonable attorney fees and patent office costs associated with the prosecution and maintenance of the Licensed Patents on Adamas Memantine Patent Rights in the Territory, including whether to file a quarterly basis commencing on September 30patent application in the Territory, 2022. (b) If[*] shall have the final decision-making authority regarding such prosecution and maintenance; provided that [*] shall consider in good faith [*] reasonable proposals or comments as part of such filing, at any time prosecution and maintenance. At all times during the Term, the Parties may mutually agree that it is undesirable, as to one or more countries, to file, prosecute or maintain any Licensed Patent, then Global BioLife [*] shall have discretion the right to refrain review and comment on the documentation, filings and communications to or from the US Patent and Trademark Office (or any successor agency) (including reasonable access thereto) related to the Adamas Memantine Patent Rights, and [*] shall keep [*] reasonably informed of the status of all pending patent applications that pertain to the Adamas Memantine Patent Rights. [*]: (1) [*] shall incorporate [*] reasonable proposals or comments as part of such filing, prosecuting and/or maintaining any Licensed prosecution or maintenance, and (2) [*] shall use for the filing and prosecution of the Adamas Memantine Patent or permitting Rights patent counsel [*], which [*] patent counsel for the Licensed Adamas Memantine Patent to lapse. (c) The Parties shall cooperate with each other and discussRights [*]; provided, however, in good faiththe event that [*] reasonably believes that [*] is [*] the Adamas Memantine Patent Rights, [*] shall have the right to elect to change patent counsel to patent counsel [*], such [*]. On and after the Effective Date, such [*] patent counsel shall [*], and [*] with respect to such filing and prosecution. If, [*], [*] decides to abandon any ▇▇▇▇▇▇ Memantine Patent Rights, [*] shall, at its sole expense, have the option to continue to prosecute and maintain such Patent Rights, in which case such Patent Rights within shall [*], but, for clarity, shall [*]. If, [*], [*] decides to abandon any Adamas Memantine Patent Rights, [*] shall, at its sole expense, have the Licensed Patents Covering option to continue to prosecute and maintain such Patent Rights [*], provided that (1) any such prosecution and maintenance by [*] shall [*] with respect to the Licensed Compound and Licensed Products to enable Prophase to make filings with Regulatory Authorities, as required or allowed in connection with other Adamas Memantine Patent Rights; (2) [*] shall (A) keep [*] reasonably informed of the status of all pending patent applications that pertain to such ▇▇▇▇▇▇ Memantine Patent Rights, (B) incorporate [*] reasonable proposals or comments as part of such filing, prosecution or maintenance, and (C) use for the filing and prosecution of such ▇▇▇▇▇▇ Memantine Patent Rights patent counsel [*]; and (3) for clarity, such ▇▇▇▇▇▇ Memantine Patent Rights shall [*]. If (A) the prosecuting Party’s intended position in the United Statesprosecution or maintenance of an ▇▇▇▇▇▇ Memantine Patent Right would be reasonably expected to have a material adverse effect on the non-prosecuting Party’s interest in and rights to the [*] (including the licenses granted hereunder), the FDA[*] (in case of [*] an Adamas Memantine Patent Right), or the Commercialization of the Products in the Field in the non- [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. prosecuting Party’s Orange Book territory and (B) outside the United Statesnon-prosecuting Party notifies the prosecuting Party of its objection to such prosecution or maintenance position, under the national implementations of Article 10.l(a)(iii) of Directive 2001/EC/83 or other international equivalents thereof. Global BioLife shall cooperate with Prophase’s reasonable requests in connection therewith, including meeting any submission deadlines, in each case, to the extent required or permitted by applicable law. (d) The Parties shall cooperate meet and discuss the non-prosecuting Party’s objection in obtaining Patent Term Extensions pursuant good faith and use reasonable efforts to 35 U.S.C. § 156 determine a mutually agreeable prosecution or maintenance strategy, provided that if the Parties fail to agree and foreign counterparts and equivalents thereofthe non-prosecuting Party maintains its objection, including supplementary protection certificates, to the extent such extensions are available with respect to the applicable Patent Rights (“Extension Activities”)[*].

Prosecution and Maintenance of Patent Rights. (a) At MVIS shall have the initiative of ProPhase or Licensorexclusive right and option, the Parties shall consult in good faith with each other regarding the filingat its own expense, prosecutionexcept as noted below, and maintenance by counsel of all Licensed Patents. The Licensed Patents shall be diligently filed, prosecuted and maintained by Licensor using reputable counsel. Licensor shall keep ProPhase reasonably informed with regard to the preparation, filing, prosecution, and maintenance of the Licensed Patents, including by providing ProPhase (or its designee) copies of office actions issued from patent offices, proposed responses to such office actions, and any other patent related filings, to be made to such patent authority in the Territory sufficiently in advance of submitting such filings or responses so as to allow for a reasonable opportunity for ProPhase to review and comment thereon. Licensor shall consider in good faith any such comments for incorporation into such draft. Licensor represents that during the Term that (a) all Licensed Patents will be diligently prosecuted in the respective patent offices in the Territory in accordance with applicable laws, rules and regulations, (b) all Licensed Patents will be filed and maintained properly and correctly, (c) Licensor will pay all applicable fees on or before the due date for payment, and (d) all Licensed Patents will identify each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Patent is filed. Prophase shall reimburse Global BioLife for reasonable attorney fees and patent office costs associated with the prosecution and maintenance of the Licensed Patents on a quarterly basis commencing on September 30, 2022. (b) If, at any time during the Term, the Parties may mutually agree that it is undesirable, as to one or more countriesown choice, to file, prosecute or and maintain any Licensed Patentall patent applications and patents within the Developed MVIS Patent Rights, then Global BioLife shall have discretion to refrain from including filing, prosecuting and/or and maintaining any Licensed Patent or permitting the Licensed Patent to lapse. (c) foreign patent applications in countries in consultation with Ethicon. The Parties shall cooperate mutually agree which Party is best served to file, prosecute, and maintain any of the Developed Joint Patent Rights, including filing, prosecuting and maintaining foreign patent applications in countries in consultation with each the other Party, and discussthat Party shall do so. In no event, in good faithhowever, will either Party allow a U.S. or foreign patent application relating to a Developed Joint Patent Right to go abandoned or lapse without allowing the non-prosecuting Party to take over prosecution of such U.S. or foreign patent application. During the term of this Agreement and subject to the cap below, Ethicon shall reimburse MVIS for any reasonable expenses, and based on detailed invoices of MVIS's patent counsel, incurred for the filing, prosecuting and maintaining of any patent applications and patents, foreign and domestic, within the Developed MVIS Patent Rights and Developed Joint Patent Rights that are exclusively licensed to Ethicon under this Agreement or the Supply Addendum. Upon written request MVIS agrees to promptly provide Ethicon with copies of all correspondence to and from the patent offices related to the pending patent applications and future patent applications within the Licensed Patents Covering MVIS Patent Rights that relate to the Licensed Compound Product. Ethicon may provide comments to MVIS regarding the content of such correspondence, and Licensed Products to enable Prophase to make filings with Regulatory Authoritiescomment thereon. MVIS shall consider all such comments offered by Ethicon so long as provided in a timely manner; provided, as required or allowed in connection with (A) in the United States, the FDA’s Orange Book and (B) outside the United States, under the national implementations of Article 10.l(a)(iii) of Directive 2001/EC/83 or other international equivalents thereof. Global BioLife shall cooperate with Prophase’s reasonable requests in connection therewith, including meeting any submission deadlines, in each case, to the extent required or permitted by applicable law. (d) The Parties shall cooperate in obtaining Patent Term Extensions pursuant to 35 U.S.C. § 156 and foreign counterparts and equivalents thereof, including supplementary protection certificates, to the extent such extensions are available that all final decisions with respect to such prosecution shall rest solely in the applicable discretion of MVIS. In no circumstances shall Ethicon's obligation to reimburse MVIS for patent costs exceed [ ]* on an annual basis. Ethicon shall in its sole discretion, at its own expense and by counsel of its own choice, file, prosecute and maintain all patent applications and patents within the Ethicon Patent Rights (“Extension Activities”)Rights.

Prosecution and Maintenance of Patent Rights. (a) At ViroPharma's Prior Inventions and Non-Collaboration Inventions. ViroPharma shall have the initiative of ProPhase first right to prepare, file, prosecute and maintain, throughout the world, all Patent Rights claiming ViroPharma's Prior Inventions and Non-Collaboration Inventions. With respect to any ViroPharma Prior Invention or Licensor, the Parties shall consult in good faith with each other regarding the filing, prosecution, and maintenance of all Licensed Patents. The Licensed Patents shall be diligently filed, prosecuted and maintained by Licensor using reputable counsel. Licensor shall keep ProPhase reasonably informed with regard to the preparation, filing, prosecution, and maintenance of the Licensed Patents, including by providing ProPhase (or its designee) copies of office actions issued from patent offices, proposed responses to such office actions, and any other patent related filings, to be made to such patent authority Non-Collaboration Invention that is applicable in the Territory sufficiently in advance of submitting such filings or responses so as to allow for a reasonable Field, ViroPharma shall give Wyeth an opportunity for ProPhase to review and comment thereonupon the text of the applications before filing, shall consult with Wyeth with respect to such application, and shall supply Wyeth with a copy of the applications as filed, together with notice of its filing date and serial number. Licensor ViroPharma shall consider in good faith keep Wyeth advised of the status of the actual and prospective patent filings (including, without limitation, the grant of any such comments for incorporation into such draft. Licensor represents Patent Rights that during the Term that (a) all Licensed Patents will be diligently prosecuted are applicable in the respective patent offices in the Territory in accordance with applicable laws, rules and regulations, (b) all Licensed Patents will be filed and maintained properly and correctly, (c) Licensor will pay all applicable fees on or before the due date for paymentField), and (d) all Licensed Patents will identify each and every inventor shall provide advance copies of any official correspondence related to the claims thereof as determined in accordance with the laws of the jurisdiction in which such Patent is filed. Prophase shall reimburse Global BioLife for reasonable attorney fees and patent office costs associated with the filing, prosecution and maintenance of such patent filings. If ViroPharma elects not to file a patent application or to cease the Licensed Patents prosecution and/or maintenance of any Patent Right claiming a ViroPharma Prior Invention or Non-Collaboration Invention that relates to any Collaboration Target, any Active Compound and/or any Assay and Screening Technology and that is applicable in the Field, ViroPharma shall provide Wyeth with written notice immediately upon the decision to not file or continue the prosecution of such patent application or maintenance of such patent and at least sixty (60) days before ceasing prosecution and/or maintenance of a particular Patent Right that is applicable in the Field and, in such case, shall permit Wyeth, at Wyeth's sole discretion, to file and/or continue prosecution and/or maintenance of such Patent Right on a quarterly basis commencing on September 30ViroPharma's behalf and at Wyeth's own expense. If Wyeth elects to continue prosecution or maintenance, 2022ViroPharma shall execute such documents and perform such acts, at Wyeth's expense, as may be reasonably necessary to permit Wyeth to file, prosecute and/or maintain such Patent Rights. (b) IfWyeth's Prior Inventions and Non-Collaboration Inventions. Wyeth, at its own expense, shall have the sole right to prepare, file, prosecute and maintain, throughout the world, all Patent Rights claiming any time during of Wyeth's Prior Inventions and/or Non-Collaboration Inventions in countries and regions of the Termworld of Wyeth's choice. With respect to patent applications filed or to be filed in the Copromotion Territory claiming any Wyeth Prior Inventionor Non-Collaboration Invention that relates to any Active Compound and is applicable in the Field, Wyeth shall give ViroPharma an opportunity to review and comment upon the text of such applications before filing, shall consult with ViroPharma with respect to such applications, and shall supply ViroPharma with a copy of such applications as filed, together with notice of its filing date and serial number. Wyeth shall keep ViroPharma advised of the status of such actual and prospective patent filings (including, without limitation, the Parties may mutually agree grant of any Patent Rights that it are applicable in the Field), and shall provide advance copies of any official correspondence related to the filing, prosecution and maintenance of such patent filings. If Wyeth elects not to file a patent application or to cease the prosecution and/or maintenance of any such Patent Right, Wyeth shall provide ViroPharma with written notice immediately upon the decision to not file or continue the prosecution of such patent application or maintenance of such patent and at least sixty (60) days before ceasing prosecution and/or maintenance of a particular Patent Right that is undesirableapplicable in the Field and, in such case, shall permit ViroPharma, at the ViroPharma's sole discretion, to file and/or continue prosecution and/or maintenance of such Patent Right on behalf of Wyeth at ViroPharma's own expense. If ViroPharma elects to continue prosecution or maintenance, Wyeth shall execute such documents and perform such acts, at ViroPharma's expense, as may be reasonably necessary to one or more countries, permit ViroPharma to file, prosecute or and/or maintain any Licensed Patent, then Global BioLife shall have discretion to refrain from filing, prosecuting and/or maintaining any Licensed such Patent or permitting the Licensed Patent to lapseRights. (c) The Parties shall cooperate with each other and discuss, in good faith, the Patent Rights within the Licensed Patents Covering the Licensed Compound and Licensed Products to enable Prophase to make filings with Regulatory Authorities, as required or allowed in connection with (A) in the United States, the FDA’s Orange Book and (B) outside the United States, under the national implementations of Article 10.l(a)(iii) of Directive 2001/EC/83 or other international equivalents thereof. Global BioLife shall cooperate with Prophase’s reasonable requests in connection therewith, including meeting any submission deadlines, in each case, to the extent required or permitted by applicable law. (d) The Parties shall cooperate in obtaining Patent Term Extensions pursuant to 35 U.S.C. § 156 and foreign counterparts and equivalents thereof, including supplementary protection certificates, to the extent such extensions are available with respect to the applicable Patent Rights (“Extension Activities”).

Prosecution and Maintenance of Patent Rights. (a) At For the initiative of ProPhase or LicensorTerm, the Parties shall consult in good faith with each other regarding the ▇▇▇▇ will be responsible for filing, prosecutionprosecuting and maintaining all patent applications and patents included in the Patent Rights, and maintenance whether in the Acer Territory or the Relief Territory, using independent patent counsel reasonably acceptable to Relief in the Relief Territory. Acer will: (i) furnish Relief with copies of all Licensed Patents. The Licensed Patents shall be diligently material correspondence relating to the Patent Rights from the United States Patent and Trademark Office (USPTO) and any other patent office, as well as copies of all proposed responses to such material correspondence in time for Relief to review and comment on such response; (ii) give Relief an opportunity to review the text of each patent application before filing; (iii) consult with Relief with respect thereto; (iv) supply Relief with a copy of the application as filed, prosecuted together with notice of its filing date and maintained by Licensor using reputable counselserial number; and (v) keep Relief advised of the status of actual and prospective patent filings. Licensor shall keep ProPhase reasonably informed with regard Acer will give Relief the opportunity to provide comments on and make requests of Acer concerning the preparation, filing, prosecution, protection and maintenance of the Licensed Patents, including by providing ProPhase (or its designee) copies of office actions issued from patent offices, proposed responses to such office actionsPatent Rights, and any other patent related filings, to be made to will consider such patent authority in the Territory sufficiently in advance of submitting such filings or responses so as to allow for a reasonable opportunity for ProPhase to review comments and comment thereon. Licensor shall consider requests in good faith faith. Acer shall not invoice any such comments fee to Relief for incorporation into such draft. Licensor represents that during the Term that performance of the activities under this Section 9.4 (a) all Licensed Patents will be diligently prosecuted in the respective patent offices in the Territory in accordance with applicable laws, rules and regulations, (b) all Licensed Patents will be filed and maintained properly and correctly, (c) Licensor will pay all applicable fees on or before the due date for payment, and (d) all Licensed Patents will identify each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Patent is filed. Prophase shall reimburse Global BioLife for reasonable attorney fees and patent office costs associated with the prosecution and maintenance of the Licensed Patents on a quarterly basis commencing on September 30, 2022). (b) IfIn the event that ▇▇▇▇ decides not to pay for the costs associated with either (i) the prosecution of any of the Patent Rights in any country in the Relief Territory to issuance or (ii) maintenance of any foreign issued patent on the Patent Rights in the Relief Territory, at Acer will timely notify Relief in writing thereof (such Patent Rights in such country will be referred to as “Abandoned Patent Rights”) with sufficient advance notice for Relief to assume the prosecution or maintenance. In the event of Acer’s abandonment of any time during the TermPatent Rights in any country, the Parties may mutually agree that it is undesirableAcer Technology License or the Acer Sublicense, as applicable: a) will terminate with respect to one or more countries, such Abandoned Patent Rights; and b) shall not be affected with respect to file, the rest of its content. In the event Relief decides to prosecute or maintain any Licensed Patent, then Global BioLife Abandoned Patent Rights: a) Acer shall have discretion assign to refrain from filing, prosecuting and/or maintaining Relief or any Licensed of its Affiliates any and all rights to such patents and b) such Abandoned Patent or permitting the Licensed Patent Rights shall not be deemed to lapse. (c) The Parties shall cooperate with each other and discuss, be included in good faith, the Patent Rights within the Licensed Patents Covering the Licensed Compound and Licensed Products to enable Prophase to make filings with Regulatory Authoritiesafter such assignment and, as required or allowed in connection with (A) in the United States, the FDA’s Orange Book and (B) outside the United States, under the national implementations effect of Article 10.l(a)(iii) of Directive 2001/EC/83 or other international equivalents thereof. Global BioLife shall cooperate with Prophase’s reasonable requests in connection therewith, including meeting any submission deadlinesthat, in each casecase such Abandoned Patent Right was the last Acer Patent securing Acer’s Royalty Payments, to no more Royalty Payments shall be due for the extent required or permitted by applicable lawrelative country of Relief Territory. (d) The Parties shall cooperate in obtaining Patent Term Extensions pursuant to 35 U.S.C. § 156 and foreign counterparts and equivalents thereof, including supplementary protection certificates, to the extent such extensions are available with respect to the applicable Patent Rights (“Extension Activities”).

Prosecution and Maintenance of Patent Rights. (a) At For the initiative of ProPhase or LicensorTerm, the Parties shall consult in good faith with each other regarding the Acer will be responsible for filing, prosecutionprosecuting and maintaining all patent applications and patents included in the Patent Rights, and maintenance whether in the Acer Territory or the Relief Territory, using independent patent counsel reasonably acceptable to Relief in the Relief Territory. Acer will: (i) furnish Relief with copies of all Licensed Patents. The Licensed Patents shall be diligently material correspondence relating to the Patent Rights from the United States Patent and Trademark Office (USPTO) and any other patent office, as well as copies of all proposed responses to such material correspondence in time for Relief to review and comment on such response; (ii) give Relief an opportunity to review the text of each patent application before filing; (iii) consult with Relief with respect thereto; (iv) supply Relief with a copy of the application as filed, prosecuted together with notice of its filing date and maintained by Licensor using reputable counselserial number; and (v) keep Relief advised of the status of actual and prospective patent filings. Licensor shall keep ProPhase reasonably informed with regard Acer will give Relief the opportunity to provide comments on and make requests of Acer concerning the preparation, filing, prosecution, protection and maintenance of the Licensed Patents, including by providing ProPhase (or its designee) copies of office actions issued from patent offices, proposed responses to such office actionsPatent Rights, and any other patent related filings, to be made to will consider such patent authority in the Territory sufficiently in advance of submitting such filings or responses so as to allow for a reasonable opportunity for ProPhase to review comments and comment thereon. Licensor shall consider requests in good faith faith. Acer shall not invoice any such comments fee to Relief for incorporation into such draft. Licensor represents that during the Term that performance of the activities under this Section 9.4 (a) all Licensed Patents will be diligently prosecuted in the respective patent offices in the Territory in accordance with applicable laws, rules and regulations, (b) all Licensed Patents will be filed and maintained properly and correctly, (c) Licensor will pay all applicable fees on or before the due date for payment, and (d) all Licensed Patents will identify each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Patent is filed. Prophase shall reimburse Global BioLife for reasonable attorney fees and patent office costs associated with the prosecution and maintenance of the Licensed Patents on a quarterly basis commencing on September 30, 2022). (b) IfIn the event that Acer decides not to pay for the costs associated with either (i) the prosecution of any of the Patent Rights in any country in the Relief Territory to issuance or (ii) maintenance of any foreign issued patent on the Patent Rights in the Relief Territory, at Acer will timely notify Relief in writing thereof (such Patent Rights in such country will be referred to as “Abandoned Patent Rights”) with sufficient advance notice for Relief to assume the prosecution or maintenance. In the event of Acer’s abandonment of any time during the TermPatent Rights in any country, the Parties may mutually agree that it is undesirableAcer Technology License or the Acer Sublicense, as applicable: a) will terminate with respect to one or more countries, such Abandoned Patent Rights; and b) shall not be affected with respect to file, the rest of its content. In the event Relief decides to prosecute or maintain any Licensed Patent, then Global BioLife Abandoned Patent Rights: a) Acer shall have discretion assign to refrain from filing, prosecuting and/or maintaining Relief or any Licensed of its Affiliates any and all rights to such patents and b) such Abandoned Patent or permitting the Licensed Patent Rights shall not be deemed to lapse. (c) The Parties shall cooperate with each other and discuss, be included in good faith, the Patent Rights within the Licensed Patents Covering the Licensed Compound and Licensed Products to enable Prophase to make filings with Regulatory Authoritiesafter such assignment and, as required or allowed in connection with (A) in the United States, the FDA’s Orange Book and (B) outside the United States, under the national implementations effect of Article 10.l(a)(iii) of Directive 2001/EC/83 or other international equivalents thereof. Global BioLife shall cooperate with Prophase’s reasonable requests in connection therewith, including meeting any submission deadlinesthat, in each casecase such Abandoned Patent Right was the last Acer Patent securing Acer’s Royalty Payments, to no more Royalty Payments shall be due for the extent required or permitted by applicable lawrelative country of Relief Territory. (d) The Parties shall cooperate in obtaining Patent Term Extensions pursuant to 35 U.S.C. § 156 and foreign counterparts and equivalents thereof, including supplementary protection certificates, to the extent such extensions are available with respect to the applicable Patent Rights (“Extension Activities”).

Prosecution and Maintenance of Patent Rights. (a) At Within **** after the initiative of ProPhase or LicensorEffective Date, the Parties shall consult in good faith with each other regarding the OPKO will transfer to TESARO responsibility for filing, prosecuting and maintaining all OPKO Patent Rights (other than the OPKO Patent Rights, if any, that were licensed but not assigned to OPKO under the Asset Purchase Agreement) in such a way that there is not any loss of rights during such **** period or in connection with the transition, including consulting with TESARO and cooperating with TESARO related to such activities prior to completion of the transition, and contacting the foreign agents of OPKO to assist in the transfer of power of attorney as required by the relevant patent offices for TESARO to assume prosecution of such files. Commencing after notification to the USPTO and OPKO foreign agent of the change in prosecution status, TESARO will have responsibility, at TESARO’s cost, for filing, conducting prosecution, and maintenance maintaining (including the defense of any interference or opposition proceedings) all such OPKO Patent Rights as to which OPKO has assumed and maintains responsibility under this Section, and shall use Commercially Reasonable Efforts in the conduct of such activities. TESARO will provide to OPKO copies of all Licensed Patents. The Licensed Patents shall be diligently filed, prosecuted prosecution filings and maintained by Licensor using reputable counsel. Licensor shall keep ProPhase reasonably informed with regard material submissions and correspondence related to the preparation, filing, prosecution, OPKO Patent Rights for which TESARO has assumed and maintenance of the Licensed Patents, including by providing ProPhase (maintains responsibility under this Section sent to or its designee) copies of office actions issued received from patent offices, proposed responses and other service providers including maintenance fee providers, and, with respect to such office actionspatent applications, and any other patent related filingsmaterial submissions, will use reasonable efforts to be made to provide OPKO with a draft of each such patent authority in the Territory sufficiently filing or material submission reasonably in advance of submitting such filings or responses so as to allow for a reasonable opportunity for ProPhase to review submission, and comment thereon. Licensor shall will consider in good faith any comments that OPKO may timely provide. In addition, TESARO will provide to OPKO such comments for incorporation into such draft. Licensor represents that during the Term that (a) all Licensed Patents will be diligently prosecuted in the respective patent offices in the Territory in accordance with applicable laws, rules and regulations, (b) all Licensed Patents will be filed and maintained properly and correctly, (c) Licensor will pay all applicable fees on or before the due date for payment, and (d) all Licensed Patents will identify each and every inventor other information related to prosecution of the claims thereof OPKO Patent Rights for which TESARO has assumed and maintains responsibility under this Section as determined in accordance with the laws of the jurisdiction in which such Patent is filed. Prophase shall reimburse Global BioLife for reasonable attorney fees and patent office costs associated with the OPKO may from time to time reasonably request to allow OPKO to track prosecution and maintenance of such OPKO Patent Rights including docket reports of all pending and issued patents and patent applications within OPKO Patent Rights. In the Licensed Patents on event TESARO decides to abandon prosecution in any country with respect to an OPKO Patent Right for which TESARO is responsible under this Section in a quarterly basis commencing on September 30particular country or decides to not otherwise maintain or extend any OPKO Patent Right for which TESARO is responsible under this Agreement in a particular country, 2022. in either case where a substitute is not filed for such OPKO Patent Right (b) Ifsuch OPKO Patent Right in the applicable country being referred to in this Agreement as an “Abandoned Patent Right”), at TESARO will give OPKO written notice, and will transfer the relevant files and authority to OPKO, sufficiently in advance of any time during the Term, the Parties may mutually agree that it is undesirable, as loss of rights to one or more countries, allow OPKO to file, prosecute prosecute, maintain or maintain any Licensed Patent, then Global BioLife shall have discretion to refrain from filing, prosecuting and/or maintaining any Licensed Patent or permitting the Licensed Patent to lapse. (c) The Parties shall cooperate with each other and discuss, in good faith, the Patent Rights within the Licensed Patents Covering the Licensed Compound and Licensed Products to enable Prophase to make filings with Regulatory Authoritiesextend, as required or allowed in connection with (A) in the United Statescase may be, the FDA’s Orange Book and (B) outside the United States, under the national implementations of Article 10.l(a)(iii) of Directive 2001/EC/83 or other international equivalents thereof. Global BioLife shall cooperate with Prophase’s reasonable requests in connection therewith, including meeting any submission deadlines, in each case, to the extent required or permitted by applicable law. (d) The Parties shall cooperate in obtaining Patent Term Extensions pursuant to 35 U.S.C. § 156 and foreign counterparts and equivalents thereof, including supplementary protection certificates, to the extent such extensions are available claims with respect to the applicable such Abandoned Patent Rights (“Extension Activities”)in the relevant country, and such Abandoned Patent Right in the relevant country will no longer be included as an OPKO Patent Right licensed to TESARO under Agreement.

Prosecution and Maintenance of Patent Rights. (a) At ViroPharma's Prior Inventions and Non-Collaboration Inventions. ViroPharma shall have the initiative of ProPhase first right to prepare, file, prosecute and maintain, throughout the world, all Patent Rights claiming ViroPharma's Prior Inventions and Non-Collaboration Inventions. With respect to any ViroPharma Prior Invention or Licensor, the Parties shall consult in good faith with each other regarding the filing, prosecution, and maintenance of all Licensed Patents. The Licensed Patents shall be diligently filed, prosecuted and maintained by Licensor using reputable counsel. Licensor shall keep ProPhase reasonably informed with regard to the preparation, filing, prosecution, and maintenance of the Licensed Patents, including by providing ProPhase (or its designee) copies of office actions issued from patent offices, proposed responses to such office actions, and any other patent related filings, to be made to such patent authority Non-Collaboration Invention that is applicable in the Territory sufficiently in advance of submitting such filings or responses so as to allow for a reasonable Field, ViroPharma shall give AHPC an opportunity for ProPhase to review and comment thereonupon the text of the applications before filing, shall consult with AHPC with respect to such application, and shall supply AHPC with a copy of the applications as filed, together with notice of its filing date and serial number. Licensor ViroPharma shall consider in good faith keep AHPC advised of the status of the actual and prospective patent filings (including, without limitation, the grant of any such comments for incorporation into such draft. Licensor represents Patent Rights that during the Term that (a) all Licensed Patents will be diligently prosecuted are applicable in the respective patent offices in the Territory in accordance with applicable laws, rules and regulations, (b) all Licensed Patents will be filed and maintained properly and correctly, (c) Licensor will pay all applicable fees on or before the due date for paymentField), and (d) all Licensed Patents will identify each and every inventor shall provide advance copies of any official correspondence related to the claims thereof as determined in accordance with the laws of the jurisdiction in which such Patent is filed. Prophase shall reimburse Global BioLife for reasonable attorney fees and patent office costs associated with the filing, prosecution and maintenance of such patent filings. If ViroPharma elects not to file a patent application or to cease the Licensed Patents prosecution and/or maintenance of any Patent Right claiming a ViroPharma Prior Invention or Non-Collaboration Invention that relates to any Collaboration Target, any Active Compound and/or any Assay and Screening Technology and that is applicable in the Field, ViroPharma shall provide AHPC with written notice immediately upon the decision to not file or continue the prosecution of such patent application or maintenance of such patent and at least sixty (60) days before ceasing prosecution and/or maintenance of a particular Patent Right that is applicable in the Field and, in such case, shall permit AHPC, at AHPC's sole discretion, to file and/or continue prosecution and/or maintenance of such Patent Right on a quarterly basis commencing on September 30ViroPharma's behalf and at AHPC's own expense. If AHPC elects to continue prosecution or maintenance, 2022ViroPharma shall execute such documents and perform such acts, at AHPC's expense, as may be reasonably necessary to permit AHPC to file, prosecute and/or maintain such Patent Rights. (b) IfAHPC's Prior Inventions and Non-Collaboration Inventions. AHPC, at its own expense, shall have the sole right to prepare, file, prosecute and maintain, throughout the world, all Patent Rights claiming any time during of AHPC's Prior Inventions and/or Non-Collaboration Inventions in countries and regions of the Termworld of AHPC's choice. With respect to patent applications filed or to be filed in the Copromotion Territory claiming any AHPC Prior Invention or Non- Collaboration Invention that relates to any Active Compound and is applicable in the Field, AHPC shall give ViroPharma an opportunity to review and comment upon the text of such applications before filing, shall consult with ViroPharma with respect to such applications, and shall supply ViroPharma with a copy of such applications as filed, together with notice of its filing date and serial number. AHPC shall keep ViroPharma advised of the status of such actual and prospective patent filings (including, without limitation, the Parties may mutually agree grant of any Patent Rights that it are applicable in the Field), and shall provide advance copies of any official correspondence related to the filing, prosecution and maintenance of such patent filings. If AHPC elects not to file a patent application or to cease the prosecution and/or maintenance of any such Patent Right, AHPC shall provide ViroPharma with written notice immediately upon the decision to not file or continue the prosecution of such patent application or maintenance of such patent and at least sixty (60) days before ceasing prosecution and/or maintenance of a particular Patent Right that is undesirableapplicable in the Field and, in such case, shall permit ViroPharma, at the ViroPharma's sole discretion, to file and/or continue prosecution and/or maintenance of such Patent Right on behalf of AHPC at ViroPharma's own expense. If ViroPharma elects to continue prosecution or maintenance, AHPC shall execute such documents and perform such acts, at ViroPharma's expense, as may be reasonably necessary to one or more countries, permit ViroPharma to file, prosecute or and/or maintain any Licensed Patent, then Global BioLife shall have discretion to refrain from filing, prosecuting and/or maintaining any Licensed such Patent or permitting the Licensed Patent to lapseRights. (c) The Parties shall cooperate with each other and discuss, in good faith, the Patent Rights within the Licensed Patents Covering the Licensed Compound and Licensed Products to enable Prophase to make filings with Regulatory Authorities, as required or allowed in connection with (A) in the United States, the FDA’s Orange Book and (B) outside the United States, under the national implementations of Article 10.l(a)(iii) of Directive 2001/EC/83 or other international equivalents thereof. Global BioLife shall cooperate with Prophase’s reasonable requests in connection therewith, including meeting any submission deadlines, in each case, to the extent required or permitted by applicable law. (d) The Parties shall cooperate in obtaining Patent Term Extensions pursuant to 35 U.S.C. § 156 and foreign counterparts and equivalents thereof, including supplementary protection certificates, to the extent such extensions are available with respect to the applicable Patent Rights (“Extension Activities”).

Prosecution and Maintenance of Patent Rights. (a) At Within **** after the initiative of ProPhase or LicensorEffective Date, the Parties shall consult in good faith with each other regarding the OPKO will transfer to TESARO responsibility for filing, prosecuting and maintaining all OPKO Patent Rights (other than the OPKO Patent Rights, if any, that were licensed but not assigned to OPKO under the Asset Purchase Agreement) in such a way that there is not any loss of rights during such **** day period or in connection with the transition, including consulting with TESARO and cooperating with TESARO related to such activities prior to completion of the transition, and contacting the foreign agents of OPKO to assist in the transfer of power of attorney as required by the relevant patent offices for TESARO to assume prosecution of such files. Commencing after notification to the USPTO and OPKO foreign agent of the change in prosecution status, TESARO will have responsibility, at TESARO’s cost, for filing, conducting prosecution, and maintenance maintaining (including the defense of any interference or opposition proceedings) all such OPKO Patent Rights as to which OPKO has assumed and maintains responsibility under this Section, and shall use Commercially Reasonable Efforts in the conduct of such activities. TESARO will provide to OPKO copies of all Licensed Patents. The Licensed Patents shall be diligently filed, prosecuted prosecution filings and maintained by Licensor using reputable counsel. Licensor shall keep ProPhase reasonably informed with regard material submissions and correspondence related to the preparation, filing, prosecution, OPKO Patent Rights for which TESARO has assumed and maintenance of the Licensed Patents, including by providing ProPhase (maintains responsibility under this Section sent to or its designee) copies of office actions issued received from patent offices, proposed responses and other service providers including maintenance fee providers, and, with respect to such office actionspatent applications, and any other patent related filingsmaterial submissions, will use reasonable efforts to be made to provide OPKO with a draft of each such patent authority in the Territory sufficiently filing or material submission reasonably in advance of submitting such filings or responses so as to allow for a reasonable opportunity for ProPhase to review submission, and comment thereon. Licensor shall will consider in good faith any comments that OPKO may timely provide. In addition, TESARO will provide to OPKO such comments for incorporation into such draft. Licensor represents that during the Term that (a) all Licensed Patents will be diligently prosecuted in the respective patent offices in the Territory in accordance with applicable laws, rules and regulations, (b) all Licensed Patents will be filed and maintained properly and correctly, (c) Licensor will pay all applicable fees on or before the due date for payment, and (d) all Licensed Patents will identify each and every inventor other information related to prosecution of the claims thereof OPKO Patent Rights for which TESARO has assumed and maintains responsibility under this Section as determined in accordance with the laws of the jurisdiction in which such Patent is filed. Prophase shall reimburse Global BioLife for reasonable attorney fees and patent office costs associated with the OPKO may from time to time reasonably request to allow OPKO to track prosecution and maintenance of such OPKO Patent Rights including docket reports of all pending and issued patents and patent applications within OPKO Patent Rights. In the Licensed Patents on event TESARO decides to abandon prosecution in any country with respect to an OPKO Patent Right for which TESARO is responsible under this Section in a quarterly basis commencing on September 30particular country or decides to not otherwise maintain or extend any OPKO Patent Right for which TESARO is responsible under this Agreement in a particular country, 2022. in either case where a substitute is not filed for such OPKO Patent Right (b) Ifsuch OPKO Patent Right in the applicable country being referred to in this Agreement as an “Abandoned Patent Right”), at TESARO will give OPKO written notice, and will transfer the relevant files and authority to OPKO, sufficiently in advance of any time during the Term, the Parties may mutually agree that it is undesirable, as loss of rights to one or more countries, allow OPKO to file, prosecute prosecute, maintain or maintain any Licensed Patent, then Global BioLife shall have discretion to refrain from filing, prosecuting and/or maintaining any Licensed Patent or permitting the Licensed Patent to lapse. (c) The Parties shall cooperate with each other and discuss, in good faith, the Patent Rights within the Licensed Patents Covering the Licensed Compound and Licensed Products to enable Prophase to make filings with Regulatory Authoritiesextend, as required or allowed in connection with (A) in the United Statescase may be, the FDA’s Orange Book and (B) outside the United States, under the national implementations of Article 10.l(a)(iii) of Directive 2001/EC/83 or other international equivalents thereof. Global BioLife shall cooperate with Prophase’s reasonable requests in connection therewith, including meeting any submission deadlines, in each case, to the extent required or permitted by applicable law. (d) The Parties shall cooperate in obtaining Patent Term Extensions pursuant to 35 U.S.C. § 156 and foreign counterparts and equivalents thereof, including supplementary protection certificates, to the extent such extensions are available claims with respect to the applicable such Abandoned Patent Rights (“Extension Activities”)in the relevant country, and such Abandoned Patent Right in the relevant country will no longer be included as an OPKO Patent Right licensed to TESARO under Agreement.